Senpai
by Keitoz
Summary: Inoue Orihime has trouble studying for an Anatomy exam taking place the next morning! Ulquiorra decides to help her out with a little game… LEMON. 4,000 words of steamy goodness


Inoue Orihime placed the eraser of her mechanical pencil under her bottom lip and pouted.

"Ugh, Ulquiorra! I'm so doooomed!" she groaned, her brow furrowing in frustration as she glared at her Anatomy book.

Ulquiorra looked up from the book he borrowed from Orihime titled "_The Human Body_" and switched his emerald gaze to her. He shifted the glasses that were sliding down his nose back into position and sighed.

"Maybe if you didn't tease me so much earlier, you would have had more time to study, onna," he chided. Earlier, the girl had arrived home in such a naughty mood that he couldn't decline the event of an afternoon session with the seductress.

It didn't help lessen his arousal when she was still dressed in her high school uniform.

His gaze lingered to the hem of her skirt that was riding up her thigh, tempting him to remove it. Her bow was fastened unevenly from the last time they made love, revealing the delicious shadow of her cleavage and her vulnerable collarbone. She looked innocent, young, and untainted, but Ulquiorra knew she was anything but the latter. And that's what made ravishing her all the better knowing that it was he who made her who she was to this day.

She turned to glare at him and stuck out her tongue playfully then returned her focus on her book.

"You know you liked it," she mumbled.

And she was right. When did he not like the feeling of her creamy thighs pressing against his and the sound of her lustful panting echoing in his ears mixing with the creaking of the old mattress? Especially the way her back arched into him and shivered when she—

"Argh! I just can't remember _any_ of this!" she continued to complain.

Ulquiorra lowered his book and tilted his head down so he could analyze her over his glasses. The girl was indeed flustered, her hair a mess of brown and red, and her brow knotted in faux concentration. He sighed once more and leaned over from the couch to place his book on the table.

"How about this, onna," he got off the couch and joined her on the floor next to the table. Orihime's gray eyes widened at his sudden proximity.

"If it is for Anatomy, surely you can use me as a subject," he deadpanned, but Orihime's face turned bright red having dirty thoughts flooding into her mind.

She already memorized every curve and dent on his body, and she enjoyed it very much, so she assumed studying this way would be beneficial to her and fun at the same time.

"W-well, if it's a game then it's s-so on!" she challenged with fake enthusiasm.

Ulquiorra raised his eyebrows in amusement. He made it too easy for her. Of course the girl would eagerly volunteer to study him.

"There are rules, onna," he continued straight-faced.

"Rules?" Orihime repeated.

"I will name a muscle," he reached over to retrieve his book of the human body, "and you must be able to find it on my person."

"And if I don't…?" she gulped. She loved playing games, but she knew Ulquiorra's consequences were harsh ones. Last time, he restrained her to a chair and shoved food down her throat. _Without spicy mayo or chocolate syrup_.

"I will show you the answer on your body," he answered calmly.

Orihime turned into a nervous wreck. As hot as that deal seemed, she really didn't know much about anatomy, let alone _muscles_. She could definitely imagine herself succumbing to Ulquiorra's touch due to her lack of knowledge in the field, but she had to do her best. Just because she had to power to defy reality, doesn't mean she shouldn't study for her college entrance exams. She swore to become a good doctor... and perhaps sneak in a Soten Kisshun every now and then.

"For the sake of the people!" she cheered, lifting her arms up into the air.

"…huh?" Ulquiorra might be used to her random antics, but this one made absolutely no sense.

Orihime giggled loudly and waved her hands at him.

"Don't mind me," she placed her hands in her lap and beamed at the dark-haired Espada, "Alrighty then, Ulquiorra-senpai! Please teach me well!"

Ulquiorra raised his eyebrows incredulously, "…senpai? Another honorific you humans use?"

Orihime nodded enthusiastically, "It's what younger students or followers call their idols or upperclassmen."

"…I see." Ulquiorra liked that sense of dominance.

Ulquiorra collected her notes and closed the book she was studying off of so she wouldn't peek. He skimmed through her notes quietly, calculating how he should quiz her. As he read, his glasses slid down his nose once more and he had to push it up. Of course Ulquiorra had perfect vision, but the woman insisted he wear the device because it looked 'insanely hot' on him so he felt obliged to wear them to make her happy.

Ulquiorra's eyes shifted up and locked onto Orihime's without moving his head. She blushed profusely under his stare as she waited patiently for her question.

"_Biceps brachii_," he said slowly.

"Oh! Oh! I know that one! Umm…" with a tentative finger, she poked at his upper arm, "this one."

Ulquiorra nodded and lowered his gaze back down to her notes.

"_Pectoralis minor_"

Orihime hesitated a bit longer this time before answering, "Umm…," her index finger hovered over his chest, but a puzzled expression was evident on her face.

"Those are one of the muscles that I can't really just poke at, you know," she frowned.

Understanding her predicament, Ulquiorra laid the papers on his lap and proceeded to unbutton his shirt.

"Ul-Ulquiorra! I thought we were studying!" she fussed.

"Calm down, onna. This is for your sake. Now focus," he undid his last button and slowly slipped the fabric off his broad shoulders, exposing his rough, broad chest and shapely abdominals.

Orihime squeaked and brought her hands to her face and covered her eyes, blushing furiously in embarrassment.

"Onna," he pressed, "You have seen my body countless times. Do not waste time any longer."

"B-but we always turn the lights off first!" she continued to protest despite widening the space between her fingers to allow her to peek at him. The ceiling light reflected off his pale skin and casted dark shadows at every crease, accentuating every defined muscle on his torso.

"_Pectoralis minor_," he repeated, ignoring her meaningless overreaction.

Orihime inhaled slowly and regained her composure. She placed a hand on the area right below his gigai's heart, "It's right… here I think."

Ulquiorra shook his head silently and Orihime felt her determination wilt. She lost and now she has to go through the consequence.

"You will have to remove your shirt also, onna," he said humorlessly.

"W-what? Here? N-now?" she blushed furiously. Usually, a heated make out session was what initiated their love making, but Ulquiorra was pretty much asking for it right here, right _now_.

"I don't understand why you're so flustered. I have seen every inch of your bare skin. You have nothing to be embarrassed of. Now take it off," he demanded, but his eyes were soft, "You agreed to do this."

Orihime nodded reluctantly. She shyly lifted her slender fingers to her bow and tugged on the fabric. Biting her lower lip, she slowly undid the buttons of her school uniform with trembling hands. Halfway down her shirt, she paused, and then proceeded to slip the sleeves of her shirt off her shoulders, only exposing her round, supple breasts that slightly bounced in their black lace bra when they were freed.

Ulquiorra felt heat rush to his face as he stared at her. Excitement was gnawing at his innards and he felt a familiar pulse at his groin.

The raven-haired boy extended his pale, bony hand towards her and cupped her left breast, eliciting a quiet gasp from the innocent girl when she felt his cold hands squeeze her flesh. Experimentally weighing the large mass in his hand, his intense green eyes watched her cheeks grow rosy in embarrassment. Playfully squeezing her breast once more to watch her bite her lip seductively at him in response, he lifted it and used his other hand to point to an area that was hidden earlier by her large breasts.

"Here," he leaned in and groaned lowly in her ear, his hot breath tickling her cheeks.

Orihime leaned back to gape at him and Ulquiorra lost his grip on her, causing her breasts to bounce slightly to stabilization without its support.

"I totally said it was there, Ulquiorra-senpai!" she fumed childishly, "That's cheating!"

"You didn't," Ulquiorra denied plainly.

Orihime huffed and schemed silently, '_Well if that's how he's going to play, I'm not going to let him have his way!"_

As if Ulquiorra read her mind, he inwardly smirked when he found his next target question on her notes.

"_Adductor magnus_"

Orihime cursed lightly under her breath. She really had no clue about that one.

But maybe she could use this cluelessness to get back at Ulquiorra.

Orihime laughed mischievously in her mind as she thought of a perfect way to execute her revenge.

"Mmm…" she moaned, "I don't know this one. Maybe…," she got on her knees and crawled into Ulquiorra's lap and wrapped her arms around his neck, stuffing his face into her cleavage. She tried to stretch over his shoulder and point to his lower back that way as an excuse to rub his head in between her bouncing breasts.

"Oooh, I can't reach!" she taunted innocently.

"Ooommpha," Ulquiorra muffled out in his cleavage.

Orihime stopped her motions and looked down at the bundle of black hair wedged in between her massive breasts and giggled at the sight.

"Aww, I'm sorry, senpai! I don't know this one after all!" she continued to laugh.

Ulquiorra freed his head from her hold and tilted his head up to glare at her. His hair was a mess and his angry, emerald eyes pierced through her. Orihime started to sweat in anxiety and regret.

_Uh oh_.

"Then I will have to punish you, onna," he growled against her skin.

With both of his hands, he forcefully pulled down the cups of her lace bra, revealing taut, excited nipples. Cupping them together to make the line of her cleavage deeper, he flicked his tongue against a pink nipple instigating her to inhale sharply. Shifting to her other breast, he enclosed his dark lips around the other nipple and nibbled gently on the sensitive skin and listened to the sweet harmony of her moan. Orihime arched into him on his lap in response, sliding her hands from his back to grip the disheveled mess of his black hair.

Ulquiorra retracted his mouth from her and gazed up into her hazy, gray eyes and her quivering pink lips. He placed his lips back on her neck and sucked lightly, relishing in the vibrations of her body's reaction. Slyly, he maneuvered his hands from her breasts, tracing the curves of her hips, then the small of her back and her round rear which he squeezed tightly through her pleated skirt. She grinded her hips into him in reply and moaned when she felt his cold hands slip into her uniform to caress the area right where her rear met the back of her thighs.

"Here," he grunted after licking his love bite.

Orihime shuddered against his cold lips and sighed in defeat, "Next, senpai?"

"_Adductor longus_," he whispered along her warm skin with his delicious Spanish accent.

"I don't know," she replied eagerly.

She had quickly given up trying to win the game. The heat of the moment was consuming her, coaxing her feminine folds to seep warm liquid that threatened to soak her inner thighs. It took Ulquiorra all he had to not pull her down into his lap and jerk his hips into hers, to feel the satisfaction of her bare flesh pressing against his, and drown in the sounds of her heated moans and smell.

Orihime softly whimpered into his hair and dug her fingertips into his bare shoulders when Ulquiorra curled his hand around the back of her leg and lightly stroked her between her creamy thighs. Sensitive to his sensual touches, Orihime shivered visibly and gasp in surprise with every caress. Unable to control the liquid that seeped out of her entrance any longer, Orihime relaxed in Ulquiorra's lap, sitting on his groin heavily.

Ulquiorra groaned from the sudden pressure that teased and tortured him into nothingness. All his senses became numb and he grew afraid he would lack the strength to control himself. He could feel Orihime's throbbing entrance pulsating in rhythm with him as her feminine lips grinded delicately against his hard member.

He gazed into her greedy, steel eyes and watched her face grow redder. Using one hand to support her back, he used the other to lift her knees up to her chin. Her skirt slid up as he exposed her milky inner thighs and innocent, white underwear. He continued to lay feathery touches on her skin in between her thighs underneath her skirt, feeling her muscles tighten in need.

"_Adductor… longus_," he repeated more slowly, then leaned over her to pull her bottom lip into his mouth to distract himself from the intense heat growing in his groin and becoming worse by the second. It didn't help that Orihime's own lustful heat transferred from her wet entrance and started to coat the pants that guarded him. His glasses had moved quite a distance lower so he took a moment to push the bothersome contraption up his nose.

Orihime lessened the grip on his shoulders and pulled away from his kiss to catch her breath. She leaned her forehead against Ulquiorra's and stared into his viridian eyes.

"Ulquiorra," she panted.

All it took was for Orihime to thrust her hips into his and Ulquiorra had her pinned down on the floor, his hands gripping her wrists tightly above her head of auburn waves. Her legs instinctively wrapped around his waist and she arched her slender back into him to fill in the space between their torsos. Consenting to her silent request, Ulquiorra leaned over her and pressed his body on top of hers, his body rising and falling in synchronization of her unsteady breaths.

Releasing his hold on one of her wrists, his hand glided down her arm, past her shoulder, and cupped her right breast. He caught her hard nipple in his mouth and lightly sucked on it, teasing her, and successfully having her draw out a long, seductive mewl. Still licking at her breast, he freed her from his hand and slid it down, tickling her navel, and slipped his fingers beneath her skirt to rest them on the knot of nerves above her entrance that was obscured by her underwear. Orihime's breath was hot and uneven, her hips jerking to every sensation. Her movements caused her to brush against Ulquiorra and he let out a low hiss as his sanity wavered.

"Orihime," he rasped.

Feebly, Orihime took her free hand and reached over to unbuckle his belt. As she proceeded to undress him with one hand, Ulquiorra pulled down the elastic band of her panties and slipped a pale, slender finger through her soaked, velveteen folds. Orihime gasped sharply as she felt him inside her, her walls pressing around his finger as he flicked it inside her.

Distracted, Orihime released her hold on his belt and tangled her fingers within his black hair as her legs tightened around his waist, her hips jerking uncontrollably with every motion his finger made inside of her. Ulquiorra's fingers immediately became coated in her essence, sticky and slick, the smell of it wafting over him and enticing him to go further.

Ulquiorra leaned further into her and pressed his forehead against her shoulder to listen to her unsteady pants and soft moans as he quickened the flicks of his finger inside her. He could feel her heart pulse in rhythm with the sucking motions of the walls that surrounded his finger. Quickly pulling his finger out, he delved in two fingers and continued this motion repeatedly, listening to the sweet sounds sucking sounds of her juices mixing with the sound of her heady moans. He liberated her other wrist and glided that hand upwards to meet with her hand and intertwine his fingers with hers.

Orihime let out a loud whimper as she shut her eyes, bucked her hips off the ground, and tilted her head back, her walls clenching around his fingers almost to the point of pain, and then he felt her walls completely relax around him, her silver eyes glazed over as she relished in the moment of ecstasy. Ulquiorra slowly slipped his fingers out of her and lifted his head from her shoulder to examine the sticky, shiny residue that coated his pale hand.

Eventually, Orihime's silver eyes wandered to his emerald orbs and they gazed at each other passionately, their hearts beating loudly and unsteadily. Holding the image of her flushed face and glistening eyes, Ulquiorra pulled at the soaked garment that covered her and she willingly lifted her hips to help him remove it. Keeping the pleated school girl skirt on, her unbuttoned the rest of her shirt, exposing her milky, flat stomach.

Slowly, he lowered his body so that his lips could press on the knot of nerves in between her thighs, his hands aiding him by spreading her legs further apart. Pushing her thighs upwards to her stomach, he lightly pressed his tongue on her clit, the smell of her intoxicating and clouding his senses. Orihime called his name in response to the jolt of electricity that ran through her when his wet tongue touched her and she immediately brought both her hands to grip his hair in a desperate attempt to control her urges.

Ulquiorra probed his tongue into her sweet, velvet folds and licked up all the excess liquid. Teasingly, he pulled his tongue out and proceeded to trail his tongue up and down her inner thighs, swallowing any of her essence that touched his tongue.

"_Ulquiorra_," she begged.

Ulquiorra couldn't hold it back any longer. Hovering over the girl and winding his fingers with her, he used one hand to remove his belt and freed himself from his pants. Eagerly, Orihime reached for him with her free hand, grabbing him, and feeling him throb between her fingers. She applied pressure lightly on the tip, triggering him to flinch as pleasure shot through him.

Feeling the scorching heat that radiated off of him into her hand, she positioned him outside her entrance, rubbing him gently against her wet folds. Ulquiorra moaned as her delicate hands caressed him and teased him with the sensation of smooth, wet skin pressing against his tip.

Greedily, Ulquiorra pressed his hips into her, causing her to inhale shallowly as she felt him breech into her. Ulquiorra grabbed her hand from him and tangled his fingers with her, holding their knotted hands above her head on the floor. Pressing his forehead into the hollow above her collarbone, he continued to slowly delve himself in, inch by inch. Orihime raised her hips as he met with her and lifted her legs higher to give him greater access.

Ulquiorra let out a soft moan and lightly bit her skin when he felt the last inch being swallowed. The pressure was immense; her walls throbbed and pulsated around him, sending waves of pleasure through both of their bodies. Ulquiorra stilled and let her adjust to the feeling of him inside her.

Feeling the walls around him lessen in intensity, Ulquiorra lifted his head to look at her flushed face. Orihime's eyes fluttered open and she blushed even more when she saw passionate green eyes piercing into her. Her lowered his head and caught her mouth with his as he slowly pulled out of her, the delicious friction tearing him apart from inside.

Ulquiorra hovered outside of her entrance while Orihime circled her hips around his tip teasingly. Ulquiorra pressed his lips more harshly into hers, overwhelmed by the sensation.

"_Orihime_," he moaned softly. He felt Orihime respond by digging her nails into the back of his hand, creating crescent-shaped indentions in his skin.

Torturously, he penetrated into her again even more slowly. Orihime gasped louder as she took him in once again. She gripped his hand tighter and arched into him, lifting her feet higher in the air to widen the space between her legs more to welcome his throbbing pulse inside her. She thrashed under him, begging for more.

Ulquiorra lifted his head again to watch her agonized expression turn into one of lust. As he pulled out and thrust back in repeatedly, his pace gradually becoming faster and more fluid. Orihime shut her eyes and tilted her head back as she let out a long moan. Ulquiorra's hovering figure shielded her from the bright light of the ceiling, his long hair brushing against her cheek as their bodies moved in synch with his thrusts. The friction of skin against skin was almost unbearable, threatening Ulquiorra to finish before he could savor the sensation.

A melody played from the sounds of their hitched and uneven breathing and the wet, squelching sounds of her body sucking him as he plunged into her and out. Ulquiorra couldn't hold back his hot moans, his breath lingering and brushing against her cheek as he grinded his hips into her. Orihime's hands clenched and relaxed repeatedly with Ulquiorra's as she also flailed her hips to deepen his penetration in her.

The lens of Ulquiorra's glasses were fogging up from Orihime's hot, irregular pants and eventually, they fell off his broad nose and landed beside her as he continued to ravish her.

Suddenly, Ulquiorra pulled out producing a grumbled moan from Orihime from the lack of him inside her. Gently, he scooped the girl up into a sitting position and guided her to the living room table so that she could hold onto the edge of the table. Understanding his actions, Orihime pressed her chest flat to the table, squeezing her breasts in between, and arched her back to raise her hips higher. Ulquiorra leaned over her on his knees and gripped her hips tightly as he reentered her in that position, and placed a kiss on her shoulder blade as he continued to thrust inside of her.

Orihime reared her head back and screamed his name, the pleasure intensifying as he frequently brushed against the nerve that made her legs lose their strength. Her body grew hotter under his hands and around him as she felt her walls grip him tighter, nearing her climax.

"Oh my _God_, Ulquiorra," she mewled, her auburn waves draping over her shoulder as they thrashed together on the table.

She gripped the edge of the table tighter, her breathing becoming lighter versions of high-pitched gasps. The table rattled loudly on its cheap hinges worrying Ulquiorra that they would break it. Ulquiorra squeezed her ass and looked down to watch him go in and out of her. He leaned over her and pushed all her notes and books off the table to have them crash loudly in a heap around them. Shoving Orihime on top of the table, he lifted her rear higher and rammed harder into her, squeezing her hips to every wave of bliss that washed over him. The table creaked loudly beneath them as it supported their bodies.

"Ulquiorra…Ulquiorra," she panted. The feeling of pleasure and heat was building to the point where her mind had grown numb. She felt her walls tightening around him as she neared her climax and screamed louder.

"Ulquiorra!"

"Orihime," he breathed out. He released his grip on her hips and cupped her breasts in between the table and her chest as he continued to thrust into her. He felt pressure building up inside him, but wanted to last longer to savor the feeling of being inside her. He lowered his head and placed gentle kisses on her back as she moved her hips with his to increase the penetration.

"_Ulquiorra_!" she was starting to flail under him, her sweaty palms slipping from the smooth surface of the table.

"Orihime, if you keep calling my name out like that I'm—"

Her piercing scream interrupted him and he felt her walls tighten painfully around him as she climaxed, but he did not slow his pace.

"_Fuck_," he wrapped his arms around the girl beneath her breasts and sat back, pulling her in his lap. Unable to keep it back, he moaned loudly and felt himself spill into her as he squeezed her fragile body in his arms. As they reached their climax together, Orihime clamped her hands down on his thighs and dug her nails into his pants while he bit her neck to quell the intensity.

As their bodies stilled and the only sound left was the heavy breathing of two lovers, they felt a mixture of warm, sticky liquid seep out and coat their legs. Ulquiorra sighed through his nostrils as he felt her walls loosen around him and Orihime leaned her head back to rest on his shoulder, her chest rising and falling with his.

Tilting her head back to look into his half-lidded eyes, she beamed tiredly at him.

"Round two?"

She felt Ulquiorra's kiss her temple and his lips tilt into a smirk, "You need to study, onna,"

"Punish me more, _senpai_," she purred into his ear.

Ulquiorra exhaled loudly and slid his hands up to cup her large breasts. Pinching her pink nipples in between his fingers, he shifted her into a better position in his lap. Feeling him harden inside of her, she inhaled loudly, relishing in the sensation of being whole again. She lifted herself up and slowly brought her hips down on his shaft, triggering Ulquiorra press his face into the middle of her back and groan into her shoulder blades in elation.

"If you insist, Orihime."

* * *

**And thus Inoue Orihime failed her Anatomy Exam (but was able to answer the ones Ulquiorra taught her).  
**

**Ahh... my first lemon. Please leave a review and tell me how I did! I will be writing more so feedback is crucial~  
If you like my writing style, please check out my other fics! Thank you for your support!**


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